INFORMATION
STATEMENT
Pursuant
To Section 14(c) of Securities and Exchange Act Of 1934
Approximate
Date of Mailing: ______________ 2007
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This
information Statement is being furnished by the Board of Directors of Originally
New York, Inc. (the “Company”) to the stockholders of record of the Company’s
common stock at the close of business on February 9, 2007 (the “Record Date”),
and is being sent to you to inform you of action which has been approved
by the
holders of at least a majority of the voting power of the Company outstanding
on
the Record Date, by written consents without holding a meeting of stockholders.
By such written consents, such stockholders approved the following action:
1.
To
amend
our Articles of Incorporation to effect an increase in the Company’s authorized
shares of common stock to two (2) billion shares and authorized shares of
preferred stock to ten (10) million shares, and
2.
To
change
the name of the Company to United Ethanol Group, Inc. (the
“Amendment”).
Our
Board
of Directors unanimously adopted and approved the proposal, and on January
26,
2007 we received the written consent, in lieu of a meeting of stockholders,
from
the holders of 38,232,858 shares, or 57.85%, of our outstanding common stock
approving these actions. There are no issued shares of Preferred Stock. No
other
votes were required to adopt the Amendment and none are being solicited
hereunder. A copy of the Certificate of Amendment to the Articles of
Incorporation is attached hereto as
Exhibit
“A”
.
This
Information Statement is first being mailed or furnished to stockholders
on or
about ________, 2007, and the Amendment described herein will not become
effective until at least twenty (20) calendar days thereafter. We will pay
all
costs associated with the preparation and distribution of this Information
Statement, including all mailing and printing expenses.
NO
VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH
THIS
INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
OUTSTANDING
SECURITIES AND VOTING RIGHTS
As
of
December 31, 2006, the Company had authorized:(1) 120 million shares of common
stock, $0.001 par value, 66,088,103 of which were issued and outstanding,
and
(2) 5 million shares of blank check preferred stock, $0.001 par value, none
of
which were issued or outstanding.
Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of Stockholders. However, under Nevada
law, any action that may be taken at any stockholders’ meeting may be taken by
written consent of the requisite number of stockholders required to take
such
action. The Amendment requires the affirmative vote or written consent of
the
holders of a majority of the Company’s outstanding common stock.
STOCKHOLDERS'
RIGHTS
The
elimination of the need for a special meeting of the stockholders to approve
the
actions proposed and discussed in this Information Statement is authorized
by
Section 78.320(2) of the Nevada Revised Statutes (the "NRS"). This section
provides that any action required or permitted to be taken at a meeting of
stockholders of a corporation may be taken without a meeting, before or after
the action, if a written consent thereto is signed by the stockholders holding
at least a majority of the voting power. In order to eliminate the costs
and
management time involved in holding a special meeting and in order to effect
the
proposed resolutions as early as possible in order to accomplish the purposes
of
the Company, the Company chose to obtain the written consent of its stockholders
holding a majority of the Company's voting power.
The
action described in this Information Statement cannot be taken until at least
20
days after this Information Statement has been first mailed to the Company's
stockholders.
NO
DISSENTERS' RIGHTS
The
NRS
does not provide for dissenter's rights in connection with any of the actions
proposed in this Information Statement.
THE
AMENDMENTS
General
The
Board
has approved, and the stockholders owning a majority of the issued and
outstanding shares of the Common Stock have consented in writing to amend
the
Company's Articles of Incorporation to increase the number of authorized
shares
of Common Stock to 2 billion shares and the authorized shares of preferred
stock
to 10 million shares and to change the name of the Company to United Ethanol
Group, Inc..
A
copy of
the Articles of Amendment effecting the change in authorized shares of Common
Stock and Preferred Stock and the name change, in substantially the form
to be
filed with the Secretary of State of Nevada, is attached to this Information
Statement as
Exhibit
“A”
.
The
stockholders owning a majority of the issued and outstanding shares of the
Common Stock have consented to the increase in authorized shares of Common
Stock, which will become effective on March 2, 2007 (the "Effective
Date").
The
Company has taken all action required under Nevada law to approve the Amendment;
however, since stockholder approval of the Amendment was obtained by written
consent rather than at a stockholders' meeting, Nevada law requires that
notice
be sent to all non-consenting stockholders notifying them of the actions
taken
not more than 30 days after the effective date of the consent and the Exchange
Act will not permit such filing until the expiration of 20 calendar days
from
the date hereof. The Articles of Amendment filed with the Nevada Secretary
of
State will not become effective until March 2, 2007, after the expiration
of the
20-calendar day period.
Stockholder
Approval Previously Obtained
As
of
January 26, 2007, the Company had 66,088,103 issued and outstanding shares
of
Common Stock and -0- issued and outstanding shares of Preferred Stock. Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders.
By
written consent dated January 26, 2007, the stockholders owning 38,232,858
shares, or 57.85%, of the outstanding common stock have approved the adoption
and implementation of the Amendment. Such action is sufficient to satisfy
the
applicable requirements of Nevada law that stockholders approve such actions.
Accordingly, stockholders will not be asked to take further action on the
Amendment at any future meeting and the Board of Directors does not intend
to
solicit any proxies or consents from any other stockholders in connection
with
the Amendment.
Purpose
and Effect of Increase in Common Stock and Preferred Stock
The
increase of authorized common and preferred stock will provide the Company
with
the ability to issue capital stock in connection with any future financing
activities or corporate mergers and acquisitions using the Company's capital
stock.
Purpose
and Effect of Name Change
Following
the change of control transaction effectuated October 19, 2006 and reported
on
Form 8-K on October 20, 2006, the Company modified its business plan and
purpose
to the developing, manufacturing and selling of ethanol plants. In furtherance
of this business plan the Company has formed a wholly owned subsidiary,
Diversified Ethanol Corporation, in Nevada. The new name, United Ethanol
Group,
Inc. identifies the Company’s primary business focus and will assist the Company
in creating recognition in the ethanol energy business.
EFFECTIVENESS
OF AMENDMENT
The
Company reserves the right, upon notice to stockholders, to abandon or modify
the proposed Amendment at any time prior to the filing of the Amendment upon
consent of the Board and the holders of a majority of the existing Common
Stock
then issued and outstanding.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate
of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective
interests.